Sec Form 13D Filing - Busnello Luiz filing for NVNI GROUP LTD SHS (NVNI) - 2023-10-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No.  )

Nvni Group Limited

(Name of Issuer)

Ordinary shares, par value $0.00001 per share

(Title of Class of Securities)

G50716102

(CUSIP Number)

Luiz Busnello

c/o Nvni Group Limited

P.O. Box 10008, Willow House, Cricket Square

Grand Cayman, Cayman Islands KY1-1001

(+55 11) 98202-2121

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 29, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this “cover page” shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1. Security and Issuer.

This Schedule 13D relates to the Ordinary Shares of the Issuer, an exempted company incorporated with limited liability in the Cayman Islands, whose principal executive offices are located at P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, Cayman Islands KY1-1001, and its business telephone number is (+55 11) 5642-3370.

Item 2. Identity and Background.

Item 3. Source and Amount of Funds or Other Consideration.

On September 29, 2023 (the “Closing Date”), the Issuer consummated a business combination pursuant to the Business Combination Agreement, dated February 26, 2023 (the “Original BCA,” as amended on September 28, 2023 (such amendment, the “BCA Amendment”), and as may be further amended, modified or supplemented from time to time, the “Business Combination Agreement”), by and among the Issuer, Nuvini Holdings Limited, an exempted company incorporated with limited liability in the Cayman Islands (“Nuvini”), Nuvini Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Mercato Partners Acquisition Corporation, a Delaware corporation (“Mercato”). Pursuant to the Business Combination Agreement, among other things, on the business day preceding the Closing Date, Nuvini shareholders (which then included Labsyl) contributed (the “Contribution”) to the Issuer all of Nuvini’s issued and outstanding ordinary shares, par value $0.00001 per share in exchange for newly issued Ordinary Shares and (ii) on the Closing Date, Merger Sub merged with and into Mercato, with Mercato surviving as a wholly-owned, indirect subsidiary of the Issuer (the “Merger” and together with the Contribution and the other transactions contemplated by the Business Combination Agreement and its ancillary documents, the “Business Combination”).

On the Closing Date, Labsyl received 1,010,326 Ordinary Shares in exchange for all of its shares of Nuvini as contemplated by the Business Combination Agreement.

The information set forth in Item 4 and Item 6 is incorporated by reference in its entirety into this Item 3.

Item 4. Purpose of Transaction.

(a)-(j)

The Reporting Person acquired the Ordinary Shares described in this Schedule 13D for investment purposes and intends to review his investment in the Issuer on a continuing basis. The Reporting Person may, from time to time, acquire additional securities of the Issuer,

or retain or sell all or a portion of the Ordinary Shares then held by the Reporting Person, in the open market, block trades, underwritten public offerings or privately negotiated transactions, subject to certain restrictions included in the Lock-Up Agreement (as described in Item 6 below). Any actions the Reporting Person might undertake with respect to the Reporting Person’s investment in the Issuer may be made at any time and from time to time, and will be dependent upon the Reporting Person’s review of numerous factors, including, but not limited to (i) ong oing evaluation of the Issuer’s business, financial condition, operations, prospects and strategic alternatives;(ii) price levels of the Issuer’s securities; (iii) general market, industry and economic conditions; (iv) the relative attractiveness of alternative business and investment opportunities; (v) tax considerations; (v) liquidity of the Issuer’s securities; and (vi) other factors and future developments.

Other than as described above, the Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Person may change his purpose or formulate different plans or proposals with respect thereto at any time.

The information set forth in Item 6 is incorporated by reference in its entirety into this Item 4.

Item 5. Interest in Securities of the Issuer.

The information set forth in Items 2 and 3 and on the cover page of this Schedule 13D is incorporated by reference in its entirety into this Item 5.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth in Item 4 is incorporated by reference in its entirety into this Item 6.

Business Combination Agreement

The Issuer, Nuvini, Merger Sub and Mercato entered into (i) on February 26, 2023, the Original BCA, pursuant to which, among others, on the Closing Date, the Business Combination took place and Labsyl received 1,010,326 Ordinary Shares in exchange for all of its shares of Nuvini; and (ii) on September 28, 2023, the BCA Amendment.

Copies of the Original BCA and the BCA Amendment are filed hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference in their entirety into this Item 6.

Lock-up Agreement

The Issuer and Labsyl entered into a Lock-up Agreement, dated September 29, 2023 (the “Lock-up Agreement”), providing that Labsyl will not, subject to certain exceptions (including the payment of taxes arising from the Business Combination), transfer any Lock-up Shares (as defined in the Lock-Up Agreement) during the period commencing from the Closing Date until one year after such date. A copy of the Lock-Up Agreement is filed as Exhibit 99.3 hereto and is incorporated by reference in its entirety into this Item 6.

Registration Rights Agreement

The Issuer and Labsyl entered into a Registration Rights Agreement, dated September 29, 2023 (the “Registration Rights Agreement”), with respect to certain Registrable Securities (as defined in the Registration Rights Agreement) held by certain Holders (as defined in the Registration Rights Agreement and including Labsyl), pursuant to which the Issuer agreed to file a shelf registration statement registering the resale of all of the Registrable Securities of the Holders no later than 30 calendar days following the Closing Date. The Issuer also agreed to provide customary “piggyback” registration rights, subject to certain requirements and customary conditions. A copy of the Registration Rights Agreement is filed as Exhibit 99.4 hereto and is incorporated by reference in its entirety into this Item 6.

Labsyl Power of Attorney

Labsyl issued an irrevocable power of attorney and proxy relating to the 1,010,326 Ordinary Shares owned by Labsyl in favor of Pierre Schurmann, the Chief Execute Officer and Chairman of the Board of the Issuer. Pursuant to the Labsyl Power of Attorney, Labsyl irrevocably designated, constituted and appointed Mr. Schurmann as its proxy and duly authorized attorney-in-fact to vote the Ordinary Shares. A copy of the Labsyl Power of Attorney is filed as Exhibit 99.5 hereto and is incorporated by reference in its entirety into this Item 6.

*****

The foregoing descriptions of the Business Combination Agreement, Lock-up Agreement, Registration Rights Agreement and Labsyl Power of Attorney do not purport to be complete and are qualified in their entirety by reference to the text of such agreements, copies of which are included as exhibits to this Schedule 13D and are incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.